(Exhibit 10.3)
AGREEMENT
This Agreement dated the 31st day of March, 1997, is by and between Jazz
Photo Corp., a New Jersey corporation, with offices at 0000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxxxx 00000 and its principal shareholder, Xxxx Xxxxx, collectively
referred to as "Jazz" and Imation Corp. ("Imation"), a Delaware corporation,
with offices at 0 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000.
Whereas, Jazz desires to hire Xxxxx Xxxxxxxxx, a retired employee of
Imation, who is bound by an Employee Agreement which restricts his employment
with a Conflicting Organization as defined by the Employee Agreement ("Employee
Agreement") for two (2) years from his date of retirement. The Employee
Agreement is attached as Exhibit A.
Whereas, Jazz is a Conflicting Organization under the definition of the
Employee Agreement.
Whereas, Imation agrees to release Xxxxx Xxxxxxxxx from his obligation of
Paragraph 5(F) of the Employee Agreement and agrees to waive any potential
claims against Jazz for their employment of Xxxxx Xxxxxxxxx (including
specifically tortuous interference with contractual obligations) provided Jazz
agrees to certain obligations as set forth herein.
Therefore, the parties agree as follows:
1. Jazz agrees to restrict Xxxxx Xxxxxxxxx'x activities for two (2) years
from his date of retirement from Imation so that he will not call on or
otherwise contact for the purpose of soliciting sales of Single Use
Cameras certain Imation accounts as set forth in attached Exhibit B.
2. In consideration for Xxxxx Xxxxxxxxx'x release from his obligations of
Paragraph 5(F) of the Employee Agreement and Imation's waiver of any
potential claims against Jazz for the hiring of Xxxxx Xxxxxxxxx:
A. Jazz agrees to purchase a minimum of five million (5,000,000) rolls
of color print film between April 1, 1997 and March 31, 1998 and an
additional five million (5,000,000) rolls of color print film
between April 1, 1998 and March 31, 1999 at mutually agreed upon
pricing, terms and conditions.
B. Jazz agrees to refrain from purchasing competitive rolls of private
label color print film or film for Single Use Cameras, without first
giving Imation the right to bid on such business, for the two-year
period from April 1, 1997 through March 31, 1999, except in the case
when the customer specifies a competitive film.
C. Jazz will use its best efforts to sell only Imation made film in
Jazz's single use cameras to the accounts listed in Exhibit B for
the period from April 1, 1997 through March 31, 1999.
D. Jazz will refrain from making any negative statements regarding
Imation, its products or employees.
E. Jazz will maintain this agreement as confidential and will not
disclose it or its contents to anyone except Xxxxx Xxxxxxxxx,
necessary employees and agents of Jazz and as required by applicable
law including the SEC rules and regulations.
3. Jazz agrees for a two (2) year period, through March 31, 1999, to refrain
from soliciting or recruiting or offering employment to any Imation
employee.
4. In the event of a breach of this Agreement, the parties agree that Imation
may obtain injunctive relief as well as remedies at law to enforce the
provisions of this Agreement.
5. This Agreement is binding upon Jazz notwithstanding the event that Xxxxx
Xxxxxxxxx at any time terminates his employment with Jazz.
6. This Agreement contains the entire understanding between the parties and
supersedes all prior agreements and understandings between Jazz and
Imation relating to this subject matter.
In witness whereof the parties in their individual and corporate
capacities hereto set their hand on the date first written above.
JAZZ PHOTO CORP. IMATION CORP.
By: /s/ Xxxx Xxxxx By:
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Xxxx Xxxxx Xxxxxxxx X. Xxxxxx
President Vice President, Operations
Medical Imaging and Photo Products
By: /s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
Principal Shareholder of
Jazz Photo Corp.
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